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20230922_BALI_Keterbukaan Informasi terkait Aksi Korporasi_31412357_lamp4.pdf
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PT BALI TOWERINDO SENTRA Tbk
(The “Company”)
Domiciled in Badung, Bali.
ANNOUNCEMENT OF SUMMARY OF THE MINUTES OF
ANNUAL GENERAL MEETING OF SHAREHOLDERS OF THE COMPANY
The Board of Directors of the Company hereby sets out the summary of the 2023 Annual General
Meeting of Shareholders (“Meeting”), as follows:
A. Date, Time, and Venue of the Meeting:
- Date : Wednesday, 31 May 2023
- Time : 14:31 p.m. until 15:18 p.m. Western Indonesian Time
- Venue : PT Bali Towerindo Sentra Tbk
The Autograph Tower, Lantai 77
Jl M.H. Thamrin Nine Complex
Central Jakarta 10230
- Electronic Attendance : Using the Electronic General Meeting System KSEI
(“eASY.KSEI”)
B. Agenda of the Meeting:
1. Approve and ractify of the 2022 the Company’s Annual Report and audited Financial Statements
for the financial year ended 31 December 2022 and granting full release and discharge (acquit
et de charge) to all members of the Board of Commissioners and Board of Directors of the
Company for supervisory and management actions carried out for the financial year ended
December 31, 2022
2. Determination of the use of the Company's net profit for the financial year ended 31 December
2022
3. Appointment of a Public Accountant and/or Public Accountant Firm that will audit the Company's
Financial Statements for the financial year ended December 31, 2022
4. Determination or authorization to the Board of Commissioners to determine honorarium and/or
salary along with allowances for members of the Board of Commissioners and members of the
Board of Directors of the Company for 2023
5. Approve of changes in the composition of the Company's Board of Commissioners
6. Ratification of the Report on the Realization of the Use of Funds from the Public Offering of
Sustainable Sukuk Ijarah I Bali Tower Phase I Year 2022
C. Members of the Board of Directors and members of the Board of Commissioners who
attended the Meeting:
1. Members of the Board of Directors who attended the Meeting:
- President Director : Jap Owen Ronadhi
- Director : Robby Hermanto
- Director : Tjhang Teddy Gunawan
2. Members of the Board of Commissioners who attended the Meeting:
- President Commissioner : Johnny Swandi Sjam
- Commissioner : Anni Suwardi
- Independent Commissioner : Erry Firmansyah
- Independent Commissioner : DR Sumarsono, MDM
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D. The Shareholders who attended the Meeting
The Shareholders who were present at the Meeting represent 3,043,857,624 shares or 77,36% of
the total shares in the Company with valid voting rights.
E. Opportunity to raise questions and/or opinion relating to the Meeting agenda:
Shareholders who were present at the Meeting were given opportunity to raise questions and/or
give opinions relating to the Meeting agenda. There was no Shareholders/his proxies at the Meeting
who raised questions.
F. Mechanism of resolutions adopted in the Meeting was as follows:
Mechanism of resolutions adopted in the Meeting was as follows:
- Resolutions of the Meeting were taken by voting, not by way of deliberation to reach unanimity,
due to proxies granted by several Shareholders to (a) solely attend the Meeting but not to cast
vote (abstain) and (b) attend the Meeting and vote against the proposed resolution.
- Voting for the fifth agenda which relates to individual person, was conducted verbally because
there were no objections from Shareholders who were present physically and hold or represent
at least 10% of the total issued shares of the Company with valid voting rights.
- Votes for Shareholders who were present physically were cast verbally by raising of hands by
those who cast blank votes and who voted against the proposed resolution. Shareholders who
did not raise their hands were deemed to vote affirmative on the proposed resolution.
- Votes for Shareholders who were present electronically were cast through the eASY.KSEI facility,
in accordance with provisions of the prevailing regulations.
- Pursuant to the capital market regulations, blank votes were deemed and calculated as casting
the same vote as the majority votes of the Shareholders.
G. The Results of Voting:
The results of the voting are as follows:
Agenda Agreed Disagreed Abstained
1 3.043.832.624 shares 25.000 shares 0 share
2 3.043.857.624 shares 0 share 25.000 share
3 3.043.832.624 shares 0 share 25.000 shares
4 3.043.832.624 shares 0 share 25.000 shares
5 3.043.832.624 shares 0 share 25.000 shares
6 3.043.832.624 shares 0 share 25.000 shares
The results of the voting are based on the tabulation carried out PT Sinartama Gunita (the Share
Administration Bureau appointed by the Company) together with Notary Hannywati Gunawan, S.H.,
(the Notary appointed by the Company to draw the minutes of the Meeting).
H. Decision of Meeting:
- First Agenda
To approve the Company's Annual Report for the financial year ended December 31, 2022;
Ratifying the Company's Annual Financial Statements for the financial year ended December 31,
2022, which have been audited by Public Accounting Firm Amir Abadi Jusuf, Aryanto, Mawar &;
Rekan as reflected in its Report Number: 00051/2.1030/AU.1/06/1115-2/1/II/2023 dated
February 28, 2023 with a fair opinion, in all material respects.
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Upon the approval of the Company’s Annual Report and the ratification of the Annual Financial
Statements for the financial year ended December 31, 2022, in accordance with the provisions
of Article 19 paragraph 4 of the Company's Articles of Association, rendering full release and
discharge (volledig acquit et decharge) to all members of the Board of Directors and the Board
of Commissioners of the Company from their management responsibility and supervisory duty,
respectively performed during the 2022 financial year, to the extent such actions are reflected in
the Company's Annual Financial Statements in the 2022 financial year.
- Second Agenda
To approve the Company's profit for the years per basic share attributable to shareholders of
common shares of the parent for the financial year ended December 31, 2022 as follow:
a. The Company does not set aside reserve funds because the reserve fund of at least 20% of
the issued and paid-up capital of the Company has been fulfilled;
b. In the amount of Rp127,250,627,275,- (one hundred twenty-seven billion, two hundred fifty
million, six hundred twenty-seven thousand two hundred and seventy-five Rupiah) is
distributed as cash dividends derived from the Company's current year profit attributable to
shareholders of common shares of the parent for the financial year ended December 31, 2022
and delegate authority to the Board of Directors to determine the announcement date,
recording date, dividend payment date along with other technical matters as long as it is in
accordance with the regulations of the Stock Exchange where the Company's shares are
listed; and
c. The remaining amount is recorded as retained earnings of Company.
- Third Agenda
Authorize the Company's Board of Commissioners in carrying out the Company's supervisory
function to:
a. based on the consideration of the Company's Audit Committee and the criteria for the
appointment of a Public Accounting Firm that have been submitted at the Meeting, the Board
of Commissioners will appoint a Public Accounting Firm that will audit the Balance Sheet,
Profit and Loss Calculation and other parts of the Company's Financial Statements for the
financial year ended December 31, 2023; and
b. determine the amount of honorarium for the Public Accounting Firm and other requirements
regarding the appointment.
- Fourth Agenda
Authorize the Board of Commissioners of the Company to determine the amount of honorarium
and/or salary along with allowances for members of the Board of Commissioners and members
of the Board of Directors of the Company for 2023.
- Fifth Agenda
To approve the appointment of Mr. Andi Sumarsono as the new Commissioner of the Company,
with a term of office following the other Board of Commissioners, so that starting from the closing
of this Meeting until the closing of the Company's Annual General Meeting of Shareholders for
the fiscal year 2026 which will be held in 2027, the composition of the members of the Board of
Directors and Board of Commissioners of the Company is as follows:
Board of Directors:
- President Director : Jap Owen Ronadhi
- Vice President Director : Lily Hidayat
- Director : Robby Hermanto
- Director : Tjhang Teddy Gunawan
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Board of Commissioners:
- President Commisioner : Johnny Swandi Sjam
- Commissioner : Anni Suwardi
- Independent Commissioner : Erry Firmansyah, SE
- Independent Commissioner : Dr. Sumarsono, MDM
- Commissioner : Andi Sumarsono
- Sixth Agenda
To ratify the Report on the Realization of the Use of Funds from the Public Offering of Sustainable
Sukuk Ijarah I Bali Tower Phase I of 2022.
Jakarta, 5 June 2023
PT Bali Towerindo Sentra Tbk
Board of Directors
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